Neo Performance Materials announces the completion of the $ 100.66 million purchased Treasury deal and the secondary offering of common stock
/ NOT FOR DISTRIBUTION TO US MESSAGES WIRE SERVICES OR DISTRIBUTION INTO THE UNITED STATES/
TORONTO, November 16, 2021 / CNW / – Neo Performance Materials Inc. (“Neo”, the “Company”) (TSX: NEO) is pleased to announce that it has completed the previously announced treasury and secondary placement (the “Offering”) of common stock in the companies (the “Common Shares”) (see press release dated October 25, 2021). The company has a total of 2,598,000 shares of common stock at a price of. issued and sold $ 19.25 per share for total gross proceeds to the company of approx. $ 50.01 million. A fund managed by Oaktree Capital Management, LP (“Oaktree” or the “Selling Shareholder”) sold a total of 2,631,000 common shares at a price of $ 19.25 per share for the total gross proceeds to the selling shareholder of approx. $ 50.65 million, including exercising the over-allotment option.
The offer was made on the basis of a purchase agreement in accordance with a takeover agreement dated October 29, 2021 under the Company, the selling shareholder and Paradigm Capital Inc. and Canaccord Genuity Corp., as Lead Underwriter, and Cormark Securities Inc., Raymond James Ltd., Scotia Capital Inc. and Stifel Nicolaus Canada Inc. (collectively the “Underwriters”) .
Upon completion of the offering, the selling shareholder will hold a total of 9,878,155 common shares, representing approximately 24.3% of the common shares issued and outstanding. Each of the directors and officers of the Company and the Selling Shareholder and its affiliates have agreed with the Underwriters that the common stock they hold will be subject to a 120 day lock-up period, subject to customary exceptions.
In connection with the offer, the syndicate banks received a cash commission of 5% of the gross proceeds of the offer.
The common shares were issued in brief in all provinces of Canada except Quebec. Private placement offers in The United States were made to “qualified institutional buyers” under Rule 144A of the United States Securities Act of 1933.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold The United States or to or for the account of or for the benefit of US Persons without registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will any sale of the securities be made in any state in which such offer, solicitation or sale would be unlawful.
About Neo Performance materials
Neo makes the building blocks of many modern technologies that improve efficiency and sustainability. Neo’s advanced industrial materials – magnetic powders and magnets, specialty chemicals, metals and alloys – are critical to the performance of many everyday products and emerging technologies. Neo’s products help deliver tomorrow’s technologies to consumers today. Neo’s business is divided into three segments: Magnequench, Chemicals & Oxides and Rare Metals. Neo is headquartered in Toronto, Ontario, Canada; with headquarters in Greenwood Village, Colorado, US; Singapore; and Beijing, China. Neo operates worldwide with sales and production in 10 countries Japan, China, Thailand, Estonia, Singapore, Germany, United Kingdom, Canada, United States, and South Korea. More information is available at www.neomaterials.com.
Oaktree is a leader among global investment managers specializing in alternative investments.
With $ 158 billion in assets under management September 30, 2021. The company emphasizes an opportunistic, value-driven and risk-controlled approach to investing in credit, private equity, real assets and publicly traded stocks. The company has over 1,000 employees and offices in 19 cities around the world. For more information, please visit the Oaktree website at http://www.oaktreecapital.com/.
Cautionary Notes Regarding Forward-Looking Statements
This press release contains “forward-looking information” within the meaning of applicable securities laws in Canada. Forward-looking information may relate to future events or future performance of Neo. All statements in this press release, other than statements of historical fact, regarding Neo’s goals and objectives and statements regarding its beliefs, plans, goals, expectations, expectations, estimates and intentions are forward-looking information. Specific forward-looking statements in this discussion include, but are not limited to, the following: expectations regarding certain future results and information of Neo, including, but not limited to, revenues, expenses, revenue growth, capital expenditures and operations; Statements regarding current and future market trends that may directly or indirectly affect Neo’s sales and revenue; expected use of cash balance; Continue careful use of working capital; Source of funding for ongoing business needs and capital investments; Expectations regarding the appropriateness of bad debt allowances and inventory provisions; Analysis of the company’s sensitivity to changes in exchange rates; Impact of recently adopted accounting pronouncements; Risk factors related to intellectual property protection and intellectual property litigation; Risk factors related to national or international economies (including the effects of COVID-19) and other risks in the jurisdictions in which Neo, its customers, its suppliers and / or its logistics partners operate, and; Expectations for corrective action regarding Neo’s design of its internal controls over financial reporting and disclosure controls and processes. Often, but not always, forward-looking information can be identified using words such as “plan”, “expect”, “is expected”, “budget”, “planned”, “estimates”, “continued”, “predictions”, “projects” , “Predicting,” “intending,” “predicting,” or “believing” or variations or negatives of such words and phrases, or indicating that certain acts, events or results “might”, “could”, “would”, “should” “,” could “or” will, “occur or be achieved. This information involves known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from those anticipated in such forward-looking information. Neo believes that the expectations reflected in such forward-looking information are reasonable, but no assurance can be given that such expectations will prove to be correct Any such forward-looking information contained in this discussion and analysis should not be unduly relied upon. For more information about Neo, investors should read Neo’s ongoing disclosure filings, which are available on Neo’s profile at www.sedar.com.
SOURCE Neo Performance Materials, Inc.
For further information: Information contacts: Ali Mahdavi, SVP, Corporate Development & Capital Markets, (416) 962-3300, email: [email protected]; Jim Sims, Director of Corporate Communications, (303) 503-6203, email: [email protected]; Website: www.neomaterials.com; E-mail: [email protected]
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